Aimē Customer Terms of Service (Agreement)
This Agreement is a contract between you and us (Digital Solutions). It outlines how we work together and other aspects of our business relationship. It is a legal document – so please forgive some of the necessary legal speak as our goal is to make this easily understandable and efficient.
This Agreement is entered into as of the date signed (the “Effective Date”) by you and Digital Solutions, Inc., (referred to herein as “Digital Solutions,” “we,” “us,” and “our”) with its principal place of business listed as (1313 Chestnut, Suite 200, Minneapolis, MN 55403) and the entity indicated in the signature block of this Agreement (referred to herein as “End User,” “you,” and “your”), Digital Solutions and End User being also being referred to herein individually as “party” and collectively as “parties.”
- Definitions (So we are on the same page): The following terms shall have their associated meanings.
“Terms of Service” means the Aimē Customer Terms of Service (Agreement) that you are reading now and located at http://goaime.com/privacy-termsofservice/, as modified from time to time.
“Keywords or Keyword Phrases” Keyword shall mean a single word used as a search query, a Keyword Phrase is two or more words typed as a search query in relation to your site using the Services, each unique keyword per site counting towards the Keyword total.
“Leads” shall mean individual user profiles for each user visiting a Customer Site where an e-mail address can be associated with the user profile causing the profile to count towards the Leads total.
“Pages” means each page of a Customer’s Site wherein each unique URL linked to from within a website is counted towards the page total.
“End Users” All individuals or entities that access or use or login to any part of the Services automatically and implicitly agree to the terms of this agreement.
“Services” shall mean Digital Solution’s Aimē software platform which provides a Dashboard displaying the Content and Metrics (based around Keywords, Pages, and Leads), any support services offered by Digital Solutions, scripts or software code provided by Digital Solutions and used on your website and/or aggregated content.
“Tier/License Level” shall mean the units by which the Services are purchased as designated by the Keywords, Pages, and Leads indicated or allowed for each Tier/License Level.
“Subscriptions” shall mean Tier/License Level, Agreement Term, and License Price by which the Services are purchased.
2. Term and Termination
a. Term: The value of the data increases over time and we recommend that you evaluate the value for more than 12-Months. However, we offer the following subscription options:
i. Annually Pre-Paid: We offer a substantially discounted annual subscription to ensure you see the full value. The initial subscription term begins on the agreement effective date and continues for 12 months unless indicated on the “Initial Subscription Terms” area of this agreement. Annually Pre-Paid cancelling subscribers are not eligible for a refund of any kind.
i. Monthly Pre-Paid: We offer a Month to Month subscription for client flexibility.
b. Annual Subscription Renewal Terms: Digital Solutions will periodically throughout the year and as we approach the expiration date of this agreement contact you to discuss usage patterns, renewal opportunities, and pricing offers. Unless either party gives the other written notice that it does not intend to renew the subscription, this Agreement will automatically renew as a month to month agreement at the Monthly Rate (seen at goaime.com/pricing).
c. Subscription/Change Renewal Agreement: At any time, you may take advantage of our discounted annual fee and change your monthly subscription to an annual subscription by paying the discounted Annual Rate (indicated at https://goaime.com/pricing) in full and signing a new 12-Month Subscription/Change Renewal Agreement. Contact Customer Success for new payment and agreement details.
d. Termination for Convenience: Both you and we may terminate this Agreement. For security reasons, an email or phone call to Digital Solutions is not sufficient to cancel your subscription. You may terminate this agreement and cancel your subscription by sending a written notice of non-renewal by email to Customer Success no more than sixty (60) days but no less than thirty (30) days in advance of the end of the Subscription Term. You will continue to have access to the Services you have paid for until the end of your subscription term, but will lose access if the subscription is not in good standing.
e. No Refunds Policy: Digital Solutions is not obligated to provide you a refund at any time. If you choose to cancel your subscription during your subscription term, you will not be refunded, in whole or in part. You are not entitled to a cash refund at any time.
f. Termination for Cause: We may terminate this Agreement and/or suspend your access to the Aimē software:
i. Upon thirty (30) days’ notice to you of a material breach if such breach remains uncured at the expiration of such period OR fifteen (15) days’ notice to you of non-payment of any amount due hereunder if such amount remains unpaid at the expiration of such period.
i. Immediately, if you become the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors OR if you violate the Customer Terms of Service or applicable local, state, federal, or foreign laws or regulations OR if you breach the terms applicable to your subscription with us, including if you default on your payment obligations to us OR if we determine that you are acting in a way that has or may negatively reflect on or affect us, our prospects, or our customers.
3. Effect of Termination: Upon termination or expiration of this Agreement for any reason (a) all rights and licenses granted to you shall terminate immediately. Termination for any reason except for cause due to an uncured breach by Digital Solutions shall not alleviate your obligation to pay fees under this Agreement.
a. Invoicing and Payment: You will provide Digital Solutions with valid and updated credit card information, electronic banking information, or with alternative payment information that is acceptable to Digital Solutions. If you provide credit card or banking information to Digital Solutions, you authorize Digital Solutions to charge such accounts credit card for all purchased Services listed under the most up to date Agreement throughout Agreement Term. You are responsible for providing complete and accurate billing and contact information to Digital Solutions as changes occur.
b. Prepaid Fees: All fees and charges (both Monthly and Annually) are prepaid and made in advance of services provided. Payment obligations are non-cancelable and non-transferable and fees paid are non-refundable. Failure to make timely and full payment as required under this Agreement is a breach of the Agreement.
4. Overdue Charges: If any invoiced amount is not received by Digital Solutions by the due date, then without limiting Digital Solution’s rights or remedies, (a) those charges may accrue late interest at the rate of 1.5% of the outstanding balance per month and/or we reserve the right to discontinue service and charge you reasonable transaction fees and expenses for any reversed or rejected amounts in addition to the remedies set forth above for invoiced amounts with the due date being the same date as the original charge was attempted to the credit card or other agreed upon payment method.
5. 30-Day Refund Period: If you decide you’re not satisfied with the Services within the first thirty (30) days after the Effective Date, you may terminate this Agreement and Digital Solutions will provide you with a full refund of your paid subscription fees excluding setup charges. The 30-Day Refund Period is a one-time remedy and if the parties decide to enter into a new agreement for the Services, you will not be allowed under that Agreement to again evaluate the Services and also terminate that Agreement for convenience within thirty (30) days of the Effective Date.
6. Beta Services: From time to time, Digital Solutions may add new features to the Services that may be described as “beta” services or features (collectively, “Beta Features”). Beta Features will be considered part of the Services and all provisions of this Agreement relating to the Services will apply to the Beta Features as well. Users acknowledge that Beta Features may be untested, non-functional, and/or partially functional features of the Services. If you elect to use a Beta Feature, you do so at your own risk. Notwithstanding anything else in this Agreement to the contrary, Digital Solutions disclaims any and all warranties associated with any Beta Feature. Any risk that Beta Features may harm or interrupt the regular running of your software or hardware is borne entirely by Users.
7. Prohibitions: You agree: (a) not to reverse engineer, disassemble, decompile or otherwise attempt to create or recreate the source code, object code, internal structure, functionality or organization of the Services or any part thereof, or to aid, assist or otherwise permit any other party to do so; (b) to reproduce and include all Intellectual Property notices of Digital Solutions and Aimē on all Services, Marketing Materials and documentation and not to remove any proprietary notices or any restrictions from the Services or any materials provided by Digital Solutions Aimē and under this Agreement or otherwise; (c) not to modify, alter or copy any Services, create or develop any derivative works based upon or incorporating any of the Services, or otherwise include any portion of any Services in any other hardware, software, or service except as otherwise approved in writing by Digital Solutions; (d) not to develop any other products containing any of the concepts or ideas contained in the Confidential Information; (e) not to develop methods to enable unauthorized parties to use, recreate or infringe upon the Services; and (f) that it you not contest or challenge the ownership or validity of, or adopt, apply for, register or otherwise seek to legally protect any of Digital Solution’s Intellectual Property, or aid or abet others in doing so, either during the term of this Agreement.
8. Limitations of Liability
a. Limitation of Liability: Except for your payment obligations under this agreement and any violation of Digital Solution’s intellectual property or Confidential Information, neither party’s liability with respect to any single incident arising out of or related to this agreement will exceed an amount equal to the amount paid by you hereunder in the twelve (12) months preceding the incident, provided that in no event will either party’s aggregate liability arising out of or related to this agreement exceed an amount equal to the total amount paid by you hereunder. The above limitations will apply whether an action is in contract or tort and regardless of the theory of liability.
b. Exclusion of Consequential and Related Damages: In no event will either party have any liability to the other party for any lost profits, revenues or indirect, special, incidental, consequential, cover or punitive damages, whether an action is in contract or tort and regardless of the theory of liability, even if a party has been advised of the possibility of such damages. The foregoing disclaimer will not apply to the extent prohibited by law.
9. Service Levels
a. Software Availability: It is our goal to provide you the best service availability. The Services are reliant on some 3rd party data sources. These 3rd parties have varying service level agreements and services that can change, diminish, or discontinue without the Digital Solutions consultation or control. Digital Solutions may amend its functional descriptions of the Service to reflect the availability and changes by 3rd party data sources. It is Digital Solution’s goal to substantially provide the data, uptime, and functionality of the Services as documented at https://goaime.com at least 95% of the hours in any given month.
a. Survival: All provisions, promises and warranties contained herein which by their nature or effect are required or intended to be observed, kept or performed after termination of this Agreement – shall survive the termination or expiration of this Agreement.
b. Export: You shall not export any Services, either directly or indirectly, to any Customer or foreign country except when such export is authorized by, and in full compliance with, the laws and regulations of the United States of America.
a. On our sites.
b. In e-mail, text and other electronic messages between you, us, and the Aimē
c. Through mobile and desktop applications you download from the sites or in connection with our Aimē
d. Through your site(s) using our Aimē Software.
2. Sensitive Data Collection for Online Forms: Our Aimē Software gathers metrics and other information from your website including without limitation information entered into every web forms on your website. It is your responsibility to deactivate all forms that request or collect private data.
COLLECTION OF PRIVATE DATA: YOU MAY NOT SELECT TO HAVE THE AIME SOFTWARE GATHER INFORMATION FROM WEB FORMS THAT INCLUDE REGULATED INFORMATION, SUCH AS, WITHOUT LIMITATION, INFORMATION SUBJECT TO PRIVACY, SECURITY, OR OTHER REGULATIONS UNDER THE HEALTH INSURANCE PORTABILITY AND ACCOUNTABILITY ACT (HIPAA), THE GRAMM-LEACH BLILEY ACT, OR FINANCIAL INFORMATION SUCH AS THAT WHICH FALLS UNDER THE PAYMENT CARD INDUSTRY DATA SECURITY STANDARD. YOU ARE SOLELY RESPONSIBLE FOR ENSURING THAT SUCH INFORMATION IS NOT COLLECTED BY THE AIME SOFTWARE. ANY INFORMATION YOU SELECT TO BE CAPTURED BY THE WEB FORMS ON YOUR WEBSITE WILL BE TRANSMITTED AND STORED BY DIGITAL SOLUTIONS WITH THE UNDERSTANDING THAT NO SUCH PROHIBITED INFORMATION HAS BEEN SELECTED BY YOU FOR CAPTURE USING THE AIME SOFTWARE.
3. Data Security: Digital Solutions cares about the integrity and security of personal information. However, we cannot guarantee that unauthorized third parties will never be able to defeat our security measures or use your personal information for improper purposes. By using the Aimē Software, you acknowledge that you and your website visitors provide your/their personal information at your/their own risk.